VerticalScope Holdings Inc

TSX:FORA

Earnings Call Transcript 2023-Q2

[Operator]

Hello, and welcome to today's VerticalScope Holdings Inc.'s Q2 2023 Earnings Call. My name is Bailey, and I'll be your moderator for today. [Operator Instructions]I would now like to pass you over to Diane Yu, Chief Legal Officer. Diane, please go ahead.

[Diane Yu, executive]

Thank you, operator. Good morning, everyone, and welcome to VerticalScope Holdings Second Quarter 2023 Earnings Call.I'm joined by Rob Laidlaw, our Founder, Chair and Chief Executive Officer; Vince Bellissimo, our Chief Financial Officer; and Chris Goodridge, our President and Chief Operating Officer. We'll begin with commentary on the quarter before opening the floor to questions.Before we begin, I'd like to remind everyone that today's presentation contains forward-looking information that involves known and unknown risks and uncertainties and other factors that could cause actual events to differ materially from current expectations. These statements should not be read as assurances of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements.A more complete discussion of the risks and uncertainties facing the company appears in the company's management discussion and analysis for the 3- and 6-month periods ended June 30, 2023, which is available under the company's profile on SEDAR+ as well as on the company's website. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. The company disclaims any intention or obligation, except to the extent required by law to update and revise any forward-looking statements as a result of new information, future events or for any other reason.Our discussion today will include references to adjusted financial measures, including adjusted EBITDA, free cash flow, free cash flow conversion and MAU, which are non-IFRS measures. All references to currency in this presentation shall refer to USD unless otherwise specified.Now I will turn the call over to Rob Laidlaw, Founder, Chair and CEO of VerticalScope Holdings. Rob?

[Robert Laidlaw, executive]

Thanks, Diane. Good morning, everyone, and thank you for joining us today.In the second quarter, we delivered on our expectation that Q1 would be a trough for our business. We made great progress throughout the quarter as we introduced new advertising layouts, new subscription programs with higher MRR and higher conversion rates, in-house, much of our programmatic stack and introduced video advertising onto our Fora platform. We are confident given our progress within the second quarter that we will see sequential growth of our top and bottom line in Q3 and Q4 of this year.Speaking about the macroeconomic situation, online advertising remains challenging across the board. CPMs are lower, the demand is lower. And overall, advertisers are still taking a very cautious approach. In better markets, we will see a significant increase in CPM and demand versus what we are seeing today. We are starting to see some green shoots and some increased activity, but it's very early, and I'm very reluctant to say that things are normalizing or recovering just yet. There remains risk to the ad market in the Q4 holiday shopping season if the economy does, in fact, enter a recession later this year, but we are confident that we are at or near the bottom for advertising.One area where we are starting to see some recovery is on traffic. While MAUs continue to be down for the quarter on a year-over-year basis, June was a much better month, and we did experience 2 positive algorithm updates. The first was in late May and appears to be correlated to the timing of Google's rollout of some of its AI search enhancements that were first announced at Google's I/O Conference in early May. We've widely heard that forms, which offer particularly deep incredible perspectives on products would benefit from Google's rollout of some of these new algorithms around topics and perspectives. And while still only a high-single digit improvement on forms, it was good to see that most of this traffic was from U.S. sources where the algorithm was implemented first. We believe that we are well aligned with Google in wanting to bring incredible user perspectives forward in a world where AI content is starting to flood the Internet with questionable information and at times, hallucinations.The second positive algorithm was in late July. And given the timing of this call, it is still too early to talk about impacts and reasoning, but we are certainly feeling some improving momentum with respect to MAUs and are excited about our platform's future potential. We may not be able to get back to positive year-over-year traffic just yet, but we're confident that we're on the right track as the unique perspectives offered on our communities become increasingly valuable.In the third quarter, we will continue to roll out our Fora mobile app to our communities. While we've had a fairly limited rollout to date, we have learned a lot and received very positive and helpful feedback from our users. We have about 10 communities onboarded as of today, including some of our larger communities, such as AVSForum.com, watchuseek.com and MTBR.com. And we're looking to have 1,000 plus by the end of this month. The mobile app is boosting engagement with our users who are spending more time on our communities and creating more content. Importantly, the app creates a direct one-to-one navigational relationship with our users that doesn't involve a search engine at the entry point.Next, I want to touch quickly on margins. We have improved margins in the second quarter to 37%, and we are focused on keeping those at 40% or better. In June, they were at 43%. We have rationalized the underperforming areas of our business and have worked towards being more efficient across the board. We continue to invest in Fora and our advertising platform, while taking a more cautious approach on commerce, where there continues to be strong headwinds in most of our categories and in particular, streaming. We do believe 40% margins are sustainable throughout the back half of 2023.And lastly, we continue to field a number of inbound inquiries about potential strategic transactions with VerticalScope. We are dutifully responding to these inquiries and are having ongoing discussions. I believe that providing better quarterly performance to our shareholders is the most important thing that we can do to build confidence in our business model and financial outlook. And I believe our Q2 results were the first step in delivering on this goal. I'm excited about the future and a large owner of the shares of the company, and I am confident that our improving results will continue.With that, I'll turn it over to Chris to go into more detail on the financial results.

[Christopher Goodridge, executive]

Thanks, Rob, and good morning, everyone.As Rob noted in his opening remarks, Q1 marked a trough for VerticalScope with advertising revenue in Q2, improving by 22% over Q1 and overall revenue improving by 14% to $14.7 million. Gains in advertising were driven by ad product improvements and the introduction of video advertising, more so than improving macro conditions. Advertising and e-commerce for the verticals we serve continues to be fairly choppy. On a year-over-year basis, total revenue was 33% lower than prior year, which reflected a slightly better trend than Q1.Turning more specifically to advertising. Advertising revenue was $12.1 million in Q2, which was 15% lower than prior year, an improvement compared to the 25% year-over-year decline experienced in Q1. Programmatic revenue made up 61% of total ad revenue and was down 20% as a result of lower CPMs and lower search-based traffic compared to prior year. Importantly though, our trends on programmatic revenue improved significantly as Q2 progressed as a result of improved ad layouts, video advertising and slightly improving traffic trends. Specifically, June programmatic revenue was down 11% compared to 2022, whereas April was 26% lower than 2022. The improving trend has continued thus far in Q3 and the gap to prior year is closing.Direct advertising has continued to be more resilient in the face of macro weakness and was down 5% in Q2 compared to prior year. This was an improvement over Q1 trending, which saw direct down 11% to prior year. We've seen relative stability with auto and power sports OEMs, Canadian financial services, outdoors and tourism advertisers, but lower spending from U.S. auto insurers and online marketplaces continues to dampen our direct results as they did in Q1. We expect direct advertising to continue to be a source of relative stability and continue to show gradual improvement in the back half of the year.Turning to e-commerce revenue. E-commerce continues to weigh on our results with total revenue of $2.6 million, which was 66% lower than prior year. As we noted in the prior quarter, revenue from TheStreamable.com continues to be the main source of weakness for commerce as a result of lower traffic and lower commissions from streaming partners. Q2 last year was incredibly strong and is made for a tough comparable. Streaming accounted for $3.7 million of the $5 million year-over-year decline in e-commerce revenue in the quarter. We have seen some minor improvements in commission rates in recent months, but not enough to change our outlook. TheStreamable.com will have one more full quarter of challenging prior year comparables before the gap begins to close in Q4.E-commerce challenges beyond streaming persisted in Q2. The impact of shifting consumer spending from goods to services has resulted in lower year-over-year transaction volumes that has impacted this part of our business since the post-pandemic reopening began. We continue to have strong conviction in the long-term potential for commerce on our platform that we realize as more product-focused experiences roll out across Fora and as consumers increasingly seek out authentic perspectives to assist with their purchase decisions. Our recurring revenue subscription business contributed 57% of total e-commerce revenue in Q2 and continues to provide a partial hedge against the more transactional elements of our e-commerce revenue.Turning to our outlook. Building from the momentum in advertising experienced in Q2, we are expecting continued sequential improvements in both direct and programmatic advertising in the back half of the year, largely from our internal initiatives and direct bookings and not based on any assumed improvement in macro conditions. Video advertising was fully launched towards the end of May in Q2, and we will get the benefit for -- of a full quarter of video advertising in Q3 and Q4. We're seeing programmatic CPMs for video advertising that are 4 to 5x higher than display ads and video will also be a source of growth for direct. We've had a handful of campaigns start to run, but we expect this to pick up into Q4. Video is a high-demand product and a great new way to engage with our intent-driven and contextually relevant niche audiences.Just a brief comment on M&A before turning it over to Vince. M&A activity continues to be muted across the industry as a result of macro uncertainty, the rapid change in interest rates over the past 18 months and relatively weak public valuations. VerticalScope is not an exception to these realities. As a result, our focus continues to be driving revenue and EBITDA improvement and to use our free cash flow to lower our debt. Our balance sheet continues to strengthen, and VerticalScope will be in a good position to act on opportunities as conditions for M&A improve.And with that, I'll turn it over to Vince to walk you through the rest of our financial results.

[Vincenzo Bellissimo, executive]

Thanks, Chris, and thank you to everyone for joining our call this morning.During the Q1 earnings call, we emphasized the importance of moving quickly in order to protect our margins during adverse market conditions, and we successfully delivered on this goal. Our margins are rebounding compared to Q1, thanks to an experienced team and our disciplined and collaborative approach to managing the business. Our decision-making prioritizes profitability and the generation of free cash flow, which has consistently yielded positive outcomes. As a result of our efforts, we have effectively stabilized our cost base. This achievement will allow us to realize further operating leverage as we pursue monetization initiatives and as macro headwinds [indiscernible].A notable achievement in our Q2 results is a significant improvement in our margins. As Rob mentioned earlier, we achieved a 37% adjusted EBITDA margin in the second quarter, a substantial increase of 14 percentage points compared to the 23% achieved in Q1. This sequential gain was primarily driven by the reduction in operating expenses, specifically a full quarter impact of the organizational changes announced on February 1, optimization of our cloud hosting environment and improvements to our advertising technology. These measures were further enhanced by gains in digital advertising revenue, as highlighted by Chris earlier, including video advertising and improvements made to our ad layouts.Q2 adjusted EBITDA also realized sequential quarter-over-quarter improvements, down 41% year-over-year to $5.5 million compared to Q1, which was down 60% year-over-year to $2.9 million. The year-over-year declines in Q2 can be attributed to the exceptional performance of TheStreamable.com in the prior year, which helped drive record-breaking top line results. Year-over-year weakness from this property driven by lower traffic and commissions from streaming partners, has muted the underlying resiliency of our business of defender games and rebound from difficult market conditions. During Q2, The Streamable contributed $200,000 in adjusted EBITDA to our consolidated results, representing a significant decline of 94% compared to the previous year's $4.1 million contribution. If we exclude the impact of The Streamable from our quarterly results, our Q2 adjusted EBITDA would have actually increased by 1% compared to the prior year despite a $3.3 million decline in revenue.Furthermore, our Q2 adjusted EBITDA margins would have gained 7 percentage points over prior year, remaining at 37%. Another contributing factor to the year-over-year decline in adjusted EBITDA is a decrease in the capitalization of eligible internal resources utilized for software development on our platform. In Q2, we experienced a reduction of $660,000 in the capitalization of internal resources compared to the prior year, driven by a shift towards new product areas that resulted in fewer eligible upfront development costs for capitalization. If we exclude the impact of The Streamable and the reduced rate of capitalization in the quarter, our Q2 adjusted EBITDA would have actually increased by 15% compared to prior year despite a $3.3 million decline in revenue. Furthermore, our Q2 adjusted EBITDA margins would have gained 11 percentage points over the prior year, remaining at 37%.We maintained a consistent free cash flow conversion rate at 76% when compared to the prior year, generating $4.1 million in free cash flow in the quarter. This compares to previous year's conversion rate of 78% on $7.3 million in free cash flow generated. The year-over-year decline in free cash flow stems from a $3.8 million decrease in adjusted EBITDA for the quarter, primarily driven by weaker performance from TheStreamable.com. If we exclude the impact of TheStreamable.com from quarterly results, our free cash flow in Q2 would have reached $3.9 million compared to $3.2 million in the prior year despite a $3.3 million decline in revenue. These net variances underscore the effectiveness of our approach in managing costs and optimizing operations. It is worth noting that when we exclude the impacts of The Streamable, our business has demonstrated improving profitability and increased free cash flow despite experiencing revenue declines. As Chris mentioned earlier, we anticipate one more quarter of challenging comparables for the property, after which the gap is expected to narrow. In Q3 of the previous year, The Streamable contributed $3 million in adjusted EBITDA to our consolidated results.In Q2, we successfully reduced operating expenses across all areas as a result of our rationalization efforts and a decline in amortization and contingent considerations associated with acquired intangibles. Total operating expenses for the quarter were $15.9 million, down 44% when compared to the $28.5 million total in the prior year. This decline in operating expenses was primarily driven by a combined reduction of $8 million in amortization and contingencies related to acquired intangibles. Additionally, we recognized a decrease of $1.8 million in wages and consulting expenses due to a decrease in average headcount as well as a $1.5 million decline in share-based compensation resulting from a decrease in the fair value of market-based awards. Our persistent focus on optimization has yielded positive outcomes, and our team remains committed to identifying further opportunities to enhance operational efficiency without compromising our core long-term growth objectives.In terms of the balance sheet, we ended the quarter with $6.1 million in unrestricted cash and a total liquidity of $62 million, which includes the $56 million available to be drawn on our revolver. During the second quarter, we made $4.9 million in principal payments towards the credit facility and $4.2 million of that being voluntary payments. As of year-to-date, we have made cumulative principal payments of $8.5 million, of which $7.2 million were voluntary. At the end of the quarter, our net debt stood at $58 million, resulting in net debt and a net leverage ratio of 2.22x, as defined by our credit facility. As we navigate through the challenging operating environment, our primary focus for the second quarter of the year remains reducing our debt. We will continue to actively manage our cash and aim to allocate excess free cash flow towards voluntary payments against our facility. Our financial performance continues to see improved results over the prior period and exceed market expectations driven by a decrease in operating loss as a result of lower amortization and reversal of contingent considerations.Our net loss in the quarter was $2 million, which is $5 million more favorable than the $7 million in net loss recorded in the prior year, resulting in an earnings per share of negative $0.10 in the quarter compared to negative $0.33 in the prior year. Excluding amortization of intangibles, the quarter would have generated $3 million in earnings and an earnings per share of $0.14. Looking ahead, we are confident in our ability to drive improving results and preserve our strong track record of profitability even during the most challenging market conditions. The team is encouraged in what has been accomplished through the rapid deployment of core initiatives and remains committed on delivering on core strategic objectives and driving long-term value for both employees and shareholders.And now I will pass it back to Rob for some closing remarks.

[Robert Laidlaw, executive]

Thanks, Vince. We'll open it up now for questions.

[Operator]

[Operator Instructions] Our first question today comes from the line of Aravinda Galappatthige from Canaccord Genuity.

[Aravinda Galappatthige, analyst]

I wanted to, Vince, you gave some -- I was wondering if you can just repeat the EBITDA numbers that you provided for The Streamable. I think you said $3 million. I don't know if that's LTM or for the first half? And then more broadly, perhaps for Rob, what is your take at this point in terms of the operations of The Streamable? Is it very much at sort of the mercy of the industry conditions and where the streaming market is? Or is there other adjustments you could do that could potentially get that property growing again, recognizing, obviously, the realities of the streaming business at this point?

[Vincenzo Bellissimo, executive]

Yes, Aravinda, I'll answer the first question. The $3 million I noted on the call was Q3 of last year's EBITDA contribution from The Streamable.

[Robert Laidlaw, executive]

On the operations of The Streamable, look, it's been a real kind of highs and lows. It had such an amazing year last year and is having such a difficult year this year. But we remain committed to the property. We think that this is kind of the perfect storm for that property. I think between the rise in interest rates kind of causing the streaming companies to really kind of pull back on spending and really focus on profitability over new customer sign-ups. We've got a writer strike happening now in Hollywood. We've got some SEO challenges on that property. It's really been kind of everything at once. So our view is just work as hard as we can and bring that back because I think there's going to be a point in time when a streaming companies need to sign up new customers again.I hate to do this, but if you compare it to something like the cable industry, I mean there's going to be good times and bad times. And I think this is a perfect storm for The Streamable, but this property will recover down the road. We're confident in that. So we're getting back to the basics, working on just, again, continuing to provide great value to our users. And that's the thing that we think has remained consistent throughout this. TheStreamable.com is still a great website. It's still delivering great easier value. It's making less money, and that's something that will ebb and flow, but we think the property will be well positioned for a turnaround in the overall streaming market. So it's definitely been a bumpy road for us, but we remain committed to its recovery.

[Aravinda Galappatthige, analyst]

That's helpful. And then just to switch over to the video formats. I know that you're sort of in the early stages of rolling that out. I know you mentioned a little bit you will -- I think in the Q1 call, you indicated a few million, several million in incremental revenues that you anticipate from that. Has that sort of lived up to early stage, I know, but has it lived up to expectations? Or is it surpassing what you anticipated? Any color on that front?

[Christopher Goodridge, executive]

Yes. Aravinda, it's Chris here. I can take the question on video. So yes, it's in a good spot. So I'd say maybe a little bit ahead of our expectations. I'd say it's already kind of a multimillion dollar annualized proposition for us. Again, it was just released towards the end of -- really the end of May across the Fora platform. And we continue to optimize demand sources and continue to improve the experience. So we're off to a great start with it. We think it has potential. And as I mentioned, the vast majority of the monetization so far has been through programmatic channels and where we think we'll really see some additional leverage there, is it more direct advertisers to get on board. So we're excited about it. It's the beginning for us, but it's already a significant driver of value.

[Operator]

The next question today comes from the line of Adhir Kadve from Eight Capital.

[Adhir Kadve, analyst]

I just wanted to talk about the mobile app for a second, rolled out to 10 of your properties. And I think you guys mentioned being rolled out to thousands by the end of the year. I just kind of want to ask about the retention that you're seeing in the engagement and content. I know you talked about it a little bit in your prepared remarks. And last quarter, you said that the retention and engagement is up to industry standards, which is what's sort of prompted the rollout. How do you see that trending now that we are, call it, a full quarter in? And what are you seeing in those 10 properties? And any other additional color on the mobile app that, that would be important?

[Robert Laidlaw, executive]

The mobile has been really exciting for us. So it took far, far longer for us to release and start to kind of onboard larger communities to the app than we originally had expected. So it's kind of been a long time in coming for us. But in doing so, what we really did was kind of retrench and focus a ton of effort on retention. So we wanted to make sure, and we kind of felt like, look, we've got one chance once these users download the app. If we don't keep them on the app, then we've kind of blown that chance. So that was the most important thing for us is really kind of focusing on retention, and we were able to do that. And that's why we feel confident now we're in that kind of -- I'm going to call it industry standard or kind of above industry standard retention rates, both for kind of 1 week retention as well as 30-day retention.So users once they're on the app are pretty happy with it, and they're coming back to it. The feedback has been very good, very helpful. There's a lot of kind of new technology challenges we're solving here with respect to people being able to sign on to an app one time and then join or participate in multiple communities. So it's been a heavy lift for the team. It's been an exciting time for us to watch it. But I think the single most important thing we're seeing here is that when people are on the mobile app, they're posting more. I mean the posting is the lifeblood of our communities. It's the activity that I think is something we look at and really that's the content contribution that starts the whole flywheel for the growth of our business. So mobile app posting is up.And what we're finding is -- and I think everybody is probably unfortunately or fortunately had this experience. But once you've got that app on your phone and especially if it's on your home screen, when you've got a little bit of downtime, you're opening up those key apps. And we think that Fora can become one of those key apps because our communities are really a part of people's everyday lives. It's what they're passionate about. So with respect to engagement, they're just opening that app more and more often. So instead of visiting the website on their desktop once or twice a week, we're now finding they're opening the app 2 or 3 times a day.So we're seeing great engagement and most importantly, great posting activity. And I think the extra layer of posting there is they're on their phones, so they have access to those photo galleries. We're making it easier for them to post photos, post videos. So that's all going to bode really well for our communities over the long term. So this is about content generation as much as it is of engagement. And overall, both are trending very, very well for us. So we are looking to ramp up and get to that 1,000-plus communities by the end of the month with some of those technology changes now solved.

[Adhir Kadve, analyst]

Okay. And then just maybe from a monetization perspective, do you find that they'll have like -- the users will be able to be monetized at similar CPMs to the web properties or higher? And would you be able to kind of bring video into the mobile app as well? Or is that further down the product road map?

[Robert Laidlaw, executive]

Yes, great question. So to be honest, it was one of the scariest parts that we thought about was just we've heard all the doom and gloom stories about mobile app monetization versus mobile web, but we're obviously versus desktop what we found is because people are using the app more, although they might be at a lower CPM, that additional engagement is actually meaning per user or per session, we're actually seeing equivalent monetization. And in some cases, if you looked at it, and there's kind of more limited data here thus far, but on a monthly basis, that user may actually be worth more money because they're just checking back more often.So we're seeing mostly positive signs on monetization. And absolutely, video has a place in the mobile app. And in fact, there's even different video opportunities on the mobile app that are a little more advanced. So we're excited about that and think that kind of longer term here, this solidifies our relationship with our users. It creates that one-to-one navigation. They don't need to go through a third party to find this. And ultimately, if they're posting more that kind of our #1 goal here and the lifeblood of our communities. So we think monetization will take care of itself, but the early signs are very positive.

[Adhir Kadve, analyst]

Okay. Cool. And then maybe just last one, and I'll pass the line. You've kind of talked about a step-up in margins to 40% towards the last year. Assuming that flows through the free cash flow number, would we see kind of an increase in your debt repayment through the back half of the year as well? Or just maybe -- or how are you thinking about your capital allocation priorities for the back half of the year?

[Vincenzo Bellissimo, executive]

Yes, Adhir, this is Vince. Yes, exactly that. As free cash flow increases in the back half of the year, the primary goal or deployment right now will be to pay down debt given the high cost of capital and just to strengthen our balance sheet overall. So we'll deploy as much free cash flow as we're comfortable with towards the debt in order to pay that down.

[Operator]

[Operator Instructions] Our next question today comes from the line of Adam Shine from National Bank Financial.

[Adam Shine, analyst]

Two questions. One, Vince, if you have a chance just to go over the secondary item you referenced around the EBITDA consideration. So you touched on The Streamable, but then there was one other adjustment. If you could just repeat that. And then, Rob, can you talk a little bit more about plans potentially for e-commerce? Obviously, the acknowledgment is there is some prevailing challenges. And obviously, you were very clear around The Streamable and hope for a future recovery there. But I thought there were a number of initiatives being explored in terms of broadening relationships with different partners that could further enhance revenues in that part of the business. Maybe I'll stop there and you can elaborate on any future plans there.

[Vincenzo Bellissimo, executive]

Adam, this is Vince, I'll answer your first question on the other streamable items. So that was CapEx, specifically related to internally developed software. So we saw a decline year-over-year in the amount of internal labor that we capitalized. It was $660,000 in total, and that was the net variance that I applied to adjusted EBITDA. So when you net out The Streamable, net off the $666,000 decline in CapEx, our adjusted EBITDA would have actually been up 15% year-over-year and margins would have been 11 percentage points better than last year, finishing at 37% this year.

[Robert Laidlaw, executive]

Adam, the question around e-commerce plans, look, it's a pretty challenging time and period there. And I think what you're thinking through is the plans to kind of broaden our e-commerce across the Fora platform. And those are very much still a part of the plan. We are continuing to invest, particularly around kind of what I'm going to call product-based content on Fora. And overall, we kind of slowed our investment on commerce. We put a lot more of our focus back into advertising, where we knew we could get some quick wins and really kind of stabilize the overall financial outlook. But we are back to ramping some of those efforts back up on Fora specifically and very specific to kind of product-based content as we think there's still a pretty big opportunity there for us. So what I would say is that commerce recovery as we're seeing it right now is more likely to come from kind of net new opportunities on the Fora platform versus some of those more dedicated commerce communities in The Streamable and the fitness sites, which are still in a very challenging position and will take a longer time.

[Operator]

There are currently no additional questions waiting at this time. So I'd like to pass the conference back over to Rob for any closing remarks. Please go ahead.

[Robert Laidlaw, executive]

Thank you, and thanks, everybody, for joining us today. As always, we appreciate the engagement, the trust and support that you've shown us, and we look forward to continue to deliver sequentially better results throughout the rest of this year. Thank you.

[Operator]

This concludes today's conference call. Thank you all for your participation. You may now disconnect your lines.